POLICY FOR DEALING WITH RELATED PARTY TRANSACTIONS

Introduction and Background

JSIW Infrastructure Private Limited (the “company”) recognizes that the related party transactions can present potential or actual conflicts of interest which may be against the best interest of the company and its shareholders.

A company should formulate a policy on materiality of related party transactions and dealing with related party transactions.

Scope & Inclusion

This policy sets definition of materiality of related party transactions and dealing with related party transactions.

Terms and References

Contracts/Arrangements/Transaction(s) with the related party shall be considered as “material related party contracts/ arrangements if the transactions during the financial year under such contracts/ arrangements exceeds the threshold limits prescribed under the Companies Act, 2013 or any amendment thereof.

All international related party contracts/ arrangements / transactions, if any, shall
comply with international Transfer Pricing requirement under Section 92B of
Income Tax Act, 1961 including certification from Independent Accountants under
the Transfer Pricing Regulations.

Approval of the members shall be taken for related party contracts /arrangements /
transactions as required under the Companies Act wherever applicable.

Disclosures

The company shall disclose, in the Board’s Report, transactions prescribed in Section 188(1) of the Act with Related Parties, if any, which are not in ordinary course of business or arm’s length basis along with the justification for entering into such transaction